Slovenská sporiteľňa, a.s. EUR 5,000,000,000 Debt Securities Issuance Programme INFORMATORY ENGLISH LANGUAGE TRANSLATION BASE PROSPECTUS

Transcription

1 INFORMATORY ENGLISH LANGUAGE TRANSLATION BASE PROSPECTUS Slovenská sporiteľňa, a.s. (established as a joint stock company in the Slovak Republic, ID No.: ) EUR 5,000,000,000 Debt Securities Issuance Programme On 26 June 2018, Slovenská sporiteľňa, a.s. (the Issuer) has approved a debt securities issuance programme (in Slovak: ponukový program dlhopisov) of up to EUR 5,000,000,000 (the Programme) under which it may continuously or repeatedly issue (i) unsubordinated and unsecured notes (the Senior Notes), (ii) covered notes (in Slovak: kryté dlhopisy) (the Covered Notes) and (iii) subordinated notes (in Slovak: podriadené dlhopisy) (the Subordinated Notes) (jointly the Notes). The Notes shall in any case be issued in accordance with the laws of the Slovak Republic, in particular Act No. 530/1990 Coll. on Bonds, as amended (the Bonds Act), Act No. 566/2001 Coll. on Securities and Investment Services and on Amendment of Certain Other Acts (the Securities Act), as amended (the Securities Act) and, in case of the Covered Notes, Act No. 483/2001 Coll. on Banks and on Amendment of Certain Other Acts, as amended (the Act on Banks). This document prepared by the Issuer constitutes a base prospectus (in Slovak: základný prospekt) (the Prospectus) for the Notes issued under the Programme and has been prepared pursuant to Section 121(5)(a) of the Securities Act implementing Directive 2003/71/EC of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC, as amended (the Prospectus Directive) and pursuant to Schedules V, XI, XIII, XX and XXII of Commission Regulation (EC) No. 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by the reference and publication of such prospectuses and the dissemination of advertisements, as amended (the Regulation). The Prospectus was approved by the National Bank of Slovakia (the NBS) as the competent authority of the Slovak Republic for the purposes of the Prospectus Directive. The Issuer will request the NBS to notify the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde) (the FMA) concerning the approval of this Prospectus. The Prospectus is subject to subsequent publication pursuant to Section 125a of the Securities Act. The Prospectus is valid for one year from its approval by the NBS provided that it is updated pursuant to the Securities Act. The term of the Programme is five years from the date of its approval by the Issuer s Board of Directors. The aggregate principal amount of all outstanding Notes issued under the Programme may not at any time exceed EUR 5,000,000,000 (or its equivalent in a foreign currency). The minimum maturity of any Notes issued under the Programme is 12 months (inclusive). No maximum maturity has been determined. Pursuant to Section 121(10) and Section 125a of the Securities Act, the final terms (in Slovak: konečné podmienky) prepared by the Issuer with regard to a particular issue of the Notes under the Programme (the Final Terms) will be submitted to the NBS and published no later than on the date of commencement of the public offer or trading in the Notes on a regulated market as the case may be. This also applies to the issues of the Notes offered without the obligation to make the prospectus public pursuant to Section 120 (3) of the Securities Act. The Final Terms will also include such information of the issue of the Notes which is unknown at the moment of the preparation of the Prospectus or stated in the Prospectus in several alternatives. The Issuer may apply for admission of certain tranches of the Notes for trading on the regulated market of Burza cenných papierov v Bratislave, a.s. (BSSE) in compliance with the respective legal regulations of the Slovak Republic and the rules of BSSE and/or the regulated market (Amtlicher Handel) of the Vienna Stock Exchange (Wiener Börse AG) (VSE). Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, such credit rating will be specified in the relevant Final Terms. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning credit rating agency. Whether or not each credit rating applied for in relation to a relevant Tranche of Notes will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended (the CRA Regulation) will be disclosed in the relevant Final Terms. The European Securities and Markets Authority (the ESMA) is obliged to maintain on its website a list of credit rating agencies registered and certified in accordance with the CRA Regulation. Prospective investors should have regard to the factors described under the section headed Risk Factors in this Prospectus. This Prospectus does not describe all of the risks of an investment in the Notes, but the Issuer believes that all material risks relating to an investment in the Notes have been described. The date of this Prospectus is 25 July Arranger Erste Group Bank AG Dealer Slovenská sporiteľňa, a.s.

2 INFORMATORY ENGLISH LANGUAGE TRANSLATION TABLE OF CONTENTS 1. SUMMARY OF THE PROSPECTUS... 1 A. INTRODUCTION AND NOTICES... 1 B. ISSUER... 2 C. SECURITIES... 5 D. RISKS E. OFFER RISK FACTORS RISK FACTORS RELATED TO THE ISSUER RISK FACTORS RELATED TO THE NOTES RESPONSIBILITY STATEMENT LIST OF CROSS-REFERENCES INCORPORATED IN THE PROSPECTUS DOCUMENTS ON DISPLAY GENERAL NOTICES AND RESTRICTIONS SUMMARY OF THE NOTES SUMMARY OF THE COVERED NOTES SUMMARY OF THE SENIOR NOTES SUMMARY OF SUBORDINATED NOTES COMMON TERMS INFORMATION ABOUT SECURITIES CONDITIONS OF THE OFFER ADDITIONAL INFORMATION FORM OF FINAL TERMS REASONS FOR THE OFFER AND THE USE OF PROCEEDS SLOVENSKÁ SPORITEĽŇA, A.S GENERAL DESCRIPTION OF TAXATION IN THE SLOVAK REPUBLIC ANNEXES (ii)

3 INFORMATORY ENGLISH LANGUAGE TRANSLATION 1. SUMMARY OF THE PROSPECTUS The below summary of the Prospectus (the Summary of the Prospectus) complies with the requirements of the Prospectus Directive and the Regulation, including the content requirements set out in Annex XXII of the Regulation. The Summary of the Prospectus consists of the individual required parts known as the Elements. These Elements are numbered in Parts A E (A.1 E.7). This Summary of the Prospectus contains all of the Elements required to be incorporated in the Summary of the Prospectus for the given type of securities and the Issuer. As some Elements are not required to be included, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the Summary of the Prospectus with regard to the given type of securities and the Issuer, it is possible that no relevant information can be given regarding the Element. In this case, a short description of the Element is included in the Summary of the Prospectus with the note Not applicable. The Summary of the Prospectus contains some information given in square brackets that do not include specific information regarding the Notes that will be issued under the Programme or which contain only a general description (or their general principles or alternatives). The Summary of the Issue prepared in compliance with Article 24(3) of the Regulation will contain the information regarding a particular issue of the Notes which will be determined and inserted in the relevant Final Terms and which had been left blank (in square brackets) in the section of the Prospectus designed as the Form of Final Terms. The Issuer will prepare a Summary of the Issue if (i) it is obliged to do so pursuant to the applicable Slovak legal regulations; or (ii) if the Notes are offered in another Member State of the European Union, and it is obliged to do so pursuant to the applicable national legislation of the relevant Member State of the European Union which has transposed the Prospectus Directive. If the Issuer is not obliged to prepare a Summary of the Issue with regard to a particular issue of the Notes, it reserves the right to do so at its own discretion. A. Introduction and Notices A.1 Notice This Summary of the Prospectus (the Summary of the Prospectus) contains key information regarding Slovenská sporiteľňa, a.s., with its registered office at Tomášikova 48, Bratislava, Slovak Republic, ID No.: (the Issuer) and the securities issued by it and should be read as an introduction to the base prospectus (the Prospectus) of the EUR 5,000,000,000 debt securities issuance programme (the Programme). A.2 Consent by the Issuer to the use of the Prospectus by financial intermediaries The Summary of the Prospectus does not contain all of the information required to make a decision to invest in the Notes and each decision by a prospective investor to invest in the Notes should be based on its consideration of the Prospectus as a whole, including the final terms and its supplements, if any. If a claim regarding the information contained herein is brought before a court, the plaintiff investor may have to bear the costs related to the translation of the Prospectus before the legal proceedings are initiated. Only those persons who have submitted the Summary of the Prospectus, including any translation thereof (provided that such translation has been prepared by the Issuer), have civil liability, but only if this Summary of the Prospectus is misleading, inaccurate or inconsistent with other parts of the Prospectus, or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such Notes. Not applicable. The Issuer has not given any consent to any financial intermediaries to use the Prospectus for the subsequent resale or final placement of the Notes. The Issuer may use financial intermediaries for the final placement of the Notes in the Slovak Republic as well as in other Member States of the European Union, but always only in one or several manners defined in the relevant national legislation which transposes Article 3 (2) of the 1

4 INFORMATORY ENGLISH LANGUAGE TRANSLATION B. Issuer B.1 Official and business name of the Issuer B.2 The domicile and legal form of the Issuer, the legal regulations under which the Issuer conducts its business activities and its country of incorporation B.4b Any known trends affecting the Issuer and the industries in which it operates B.5 Description of the group and the Issuer s position within such group Prospectus Directive and which are exempt from the obligation to publish a prospectus. Slovenská sporiteľňa, a.s. The Issuer is a joint stock company with its incorporated and domiciled in the Slovak Republic. The Issuer conducts its business activities under Slovak law, mainly Act No. 483/2001 Coll. on Banks and on Amendment of Certain Other Acts, as amended (the Act on Banks) and Act No. 513/1991 Coll., the Commercial Code, as amended (the Commercial Code). The Issuer has its registered office at Tomášikova 48, Bratislava, Slovak Republic and ID No Macroeconomic conditions, market environment, as well as legislation and regulation applicable to all financial institutions in the Slovak Republic and the Eurozone have an impact on the Issuer and its business. There are no other known trends, uncertainties, requirements, liabilities or events that could reasonably be considered to have an impact on the Issuer s prospects in the current financial year. The Issuer is part of the Erste Group which is one of the largest and most important bank groups focusing on retail and corporate clients in Central and Eastern Europe. The Erste Group consists of Erste Group Bank AG (the parent company) and its individual subsidiaries included in the consolidation of the Erste Group Bank AG according to its direct or indirect share in them. The most significant members of the Erste Group are bank institutions in the countries of Central and Eastern Europe, i.e., Austria, Czech Republic, Slovak Republic, Romania, Hungary, Croatia, Serbia as well as the group of Austrian savings banks. The Issuer has been a member of the Erste Group since The parent company of the Issuer is Erste Group Bank AG, with its registered office at Am Belvedere 1, 1110 Vienna, Republic of Austria, FN 33209m (sometimes also indicated as Erste Holding) and holds a % share in the registered capital and the voting rights of the Issuer. Name Country Direct Share of Erste Group Bank AG Erste Bank der oesterreichischen Sparkassen AG Austria % Česká spořitelna, a.s. Czech Republic 98.97% Slovenská sporiteľňa, a.s. Slovakia % Banca Comercială Română S.A. Romania 93.58% Erste Bank Hungary Zrt. Hungary 70.00% Erste & Steiermärkische Bank d. d. Croatia 59.02% Erste Bank a. d. Novi Sad Serbia 74.00% The selected companies with a significant direct and indirect share of the Issuer as at 31 March 2018: Entity Registered capital (in Issuer s share EUR) Procurement Services SK, s.r.o. 6, % Prvá stavebná sporiteľňa, a. s. 66,500, % 2

5 INFORMATORY ENGLISH LANGUAGE TRANSLATION Slovak Banking Credit Bureau, s.r.o. 9, % Holding Card Service s.r.o. (in CZK) 772,584, % Služby SLSP, s. r. o. 5, % Realitná spoločnosť SLSP (indirect share) 29, % LANED a.s. (indirect share) 11,520, % The Issuer s share is equal to its voting rights, except that the share in the voting rights in Prvá stavebná sporiteľňa, a. s. represents 35.00% pursuant to the shareholders agreement with Erste Group Bank AG. B.9 Profit forecast or estimate Not applicable. No profit forecast or estimate has been prepared or published by the Issuer. B.10 Auditor s qualifications Not applicable. No qualifications have been made by the auditor in the auditor s report on the historical key financial information. B.12 Selected historical key financial information The following historical financial information has been taken from the relevant published audited consolidated or unaudited separate financial statements of the Issuer for the relevant periods. Audited consolidated statement of financial position prepared in accordance with the IFRS (in thousands of EUR) ASSETS Financial assets held to maturity 2,644,402 2,640,662 Loans and receivables to customers 11,719,733 10,250,469 Total assets 16,343,112 14,825,374 LIABILITIES AND EQUITY Deposit from customers 12,477,892 11,384,309 Debt securities issued 1,567,216 1,317,407 Total equity 1,535,671 1,562,104 Total liabilities and equity 16,343,112 14,825,374 Audited consolidated statement of profit and loss prepared in accordance with the IFRS (in thousands of EUR) Net interest income 439, ,625 Net fee and commission income 112, ,717 Pre-tax result from continuing operations 216, ,947 Taxes on income (52,660) (71,381) Net result for the period 163, ,566 Unaudited separate statement of financial position prepared in accordance with IAS 34 (in thousands of EUR) ASSETS Financial assets held to maturity (1) x 2,644,402 Loans and receivables to customers (1) x 11,758,950 Debt securities (2) 3,538,631 x Loans and advances to customers (2) 11,977,840 x Total assets 16,644,933 16,314,743 LIABILITIES AND EQUITY Deposits from customers 13,090,379 12,481,221 Debt securities in issue 1,440,318 1,567,216 Total equity 1,345,876 1,504,546 Total liabilities and equity 16,644,933 16,314,743 Note: (1) International Accounting Standard (IAS) 39 (2) International Financial Reporting Standards (IFRS) 9 3

6 INFORMATORY ENGLISH LANGUAGE TRANSLATION Unaudited separate statement of profit and loss prepared in accordance with IAS 34 (in thousands of EUR) Net interest income 108, ,520 Net fee and commission income 26,719 26,507 Pre-tax profit 51,521 51,904 Taxes on income (11,604) (12,312) Net result for the period 39,917 39,592 Statement with regard to no material adverse change in the prospects of the Issuer or a description of any material adverse change Description of significant changes in the financial or business position subsequent to the period covered by the financial information B.13 Description of any recent events specific for the Issuer which are to a material extent relevant to the evaluation of the Issuer s solvency B.14 Any dependence on other entities within the group B.15 Principal business activities of the Issuer The Issuer states that there has been no material adverse change in the prospects of the Issuer or any material adverse change in the financial situation or prospects of the Issuer since the date of its last published audited consolidated financial statements or since the date of its last published unaudited separate financial statement. The General Meeting of the Issuer held on 27 March 2018 approved the after tax business results of EUR 162,055, and decided to pay a dividend to the shareholder in the amount of EUR 142,838, Otherwise, there has been no significant change in the Issuer s financial or business position after the period covered by the historical financial information. Not applicable. The Issuer is not aware of any recent specific events which are to a material extent relevant to the evaluation of its solvency. The Issuer is dependent on Erste Group Bank AG. This dependence is the result of the direct 100% shareholding and control exercised by Erste Group Bank AG over the Issuer. The Issuer is a Slovak bank providing banking and investment services to retail and corporate clients. The principal products and services offered by the Issuer to its clients include mainly mortgage loans, consumer loans, investment loans, current accounts, term deposits and also electronic banking services. B.16 Shareholder of the Issuer The Issuer s sole shareholder is Erste Group Bank AG, with its registered office at Am Belvedere 1, 1110 Vienna, Republic of Austria, FN 33209m, registered in the Commercial Register of the Commercial Court in Vienna which holds a 100% share in the registered capital and voting rights of the Issuer. B.17 Credit ratings assigned to the Issuer, respectively its debt securities on request or on the basis of the Issuer s cooperation in the rating process Credit ratings assigned to the Issuer: Moody's Investors Service: Long-term local and foreign currency deposit ratings A2, Short-term local and foreign currency deposit ratings P-1, Counterparty Risk (longterm/short term) Assessments A1/P-1, Baseline Credit Assessment/Adjusted Baseline Credit Assessment baa2/baa1, stable outlook. Fitch Ratings: Long-term rating A-, Short-term rating F1, Support rating 1, Viability rating bbb+, stable outlook. Credit rating assigned to the Notes: [Credit Rating assigned to the Notes [The Notes are not rated.] or 4

7 INFORMATORY ENGLISH LANGUAGE TRANSLATION C. Securities C.1 Type and form and name of the security, ISIN [Credit Rating]] C.2 Currency [Currency] C.5 Description of any restrictions on the free transferability of the Notes C.8 Description of rights attached to the Notes, restrictions on these rights, ranking classification C.9 Interest rate, maturity, joint representatives The Notes are bonds (in Slovak: dlhopisy) of the type: [Type of Notes [unsubordinated and unsecured notes (the Senior Notes)] or [Covered Notes] or [Subordinated Notes]] in bearer book entry form (in Slovak: zaknihované cenné papiere na doručiteľa) registered in [Depository], [Name], [ISIN]. Not applicable. The Notes are freely transferable. The rights arising from the terms and conditions of the Notes and applicable legal regulations, mainly the Bonds Act, and in case of the Covered Notes, also from the Act on Banks are attached to the Notes. These rights are not restricted, save as provided in applicable law with regard to the rights of all creditors in general and their exercise is regulated by the terms and conditions of the Notes and the applicable legal regulations. No right to exchange the Notes for any other securities and no preemption rights (rights for preferential subscription) to any securities and no other benefits are attached to the Notes. [Obligations from the Senior Notes constitute direct, general, unsecured, unconditional and unsubordinated obligations of the Issuer which rank pari passu among themselves and always rank at least pari passu with any other direct, general, unsecured, unconditional and unsubordinated obligations of the Issuer, present and future, save for those obligations of the Issuer as may be stipulated by mandatory provisions of law.] [Obligations from the Covered Notes constitute direct, general, secured, unconditional and unsubordinated obligations of the Issuer which rank pari passu among themselves and always rank at least pari passu with any other direct, general, similarly secured, unconditional and unsubordinated obligations of the Issuer, present and future, save for those obligations of the Issuer as may be stipulated by mandatory provisions of law.] [Obligations from the Subordinated Notes constitute direct, general, unsecured, unconditional and subordinated obligations of the Issuer which rank pari passu among themselves and always rank at least pari passu with any other direct, general, unsecured, unconditional and equally subordinated obligations of the Issuer, present and future, save for those obligations of the Issuer as may be stipulated by mandatory provisions of law.] Interest on the Notes is determined: [Determination of interest (selection of options) (A) (B) for the Notes without payment of interest income (zero coupon), it must be stated: [The Notes have no interest rate and their interest is determined as the difference between the Principal Amount of the Notes and their Issue Price.]; for the Notes with a fixed interest rate without changing it to the Principal Amount Maturity Date or to the Early Maturity Date, it must be stated: [The Notes bear a fixed interest rate throughout their life, in the 5

8 INFORMATORY ENGLISH LANGUAGE TRANSLATION (C) (D) (E) amount of [Rate]% p. a. (the Interest Rate).]; for the Notes where the interest rate may increase or decrease, it must be stated: [The Notes bear a fixed Interest Rate the value of which over time is [[increasing]/[decreasing]], as follows [Rate add appropriate dates or periods and add individual Interest Rates in % p. a. in the format from [insert date] (including) to [insert date] (excluding) with interest income [amount of adjusted interest income]% p. a., with the text in this format being specified for each relevant period in which the fixed Interest Rate is to be increased/decreased. The term Interest Rate refers to the interest income in % p. a. applicable over the relevant period. [[The current Interest Rate shall be notified by the Issuer to the Stock Exchange immediately.] or [The current Interest Rate shall be notified by the Issuer to the Holders immediately.]]]; for the Notes with a fixed interest rate that is to be changed to a different fixed interest rate, it must be stated: [The Notes bear fixed interest rate of [First Rate]% p. a. until [Interest Rate Change Date] (the Interest Rate Change Date) (the First Interest Rate) during each Interest Period. From the Interest Rate Change Date until the Principal Amount Maturity Date or the Early Maturity Date, the Notes will during each Interest Period bear interest at a fixed interest rate determined as the [[sum]/[difference]] of the Reference Rate and the Margin of [Reference Rate and Margin]% p. a. [and if the interest rate so determined is still to be multiplied by the factor, include the following text:, and the result of this difference will still be multiplied by the factor [Factor Numerical Value] ] (the Second Interest Rate). The term Interest Rate refers to the First Interest Rate and/or the Second Interest Rate in % p. a. applicable over the relevant period. The Reference Rate will be set only once at [Reference Rate Setting Deadline] before the Interest Rate Change Date and will be applicable during the following Interest Periods (the Reference Rate Setting Date). [[The amount of the Second Interest Rate shall be notified by the Issuer to the Stock Exchange immediately.] or [The amount of the Second Interest Rate shall be notified by the Issuer to the Holders immediately.]]]; for the Notes with a fixed interest rate that will be changed to a floating interest rate, as well as for the Notes with target redemption with a fixed interest rate that will be changed to a floating interest rate, it must be stated: [The Notes bear fixed interest rate of [First Rate]% p. a. until [Interest Rate Change Date] (the Interest Rate Change Date) (the First Interest Rate) during each Interest Period. From the Interest Rate Change Date until the Principal Amount Maturity Date or the Early Maturity Date, the Notes will during each Interest Period bear interest at an interest rate determined as the [[sum]/[difference]] of the Reference Rate and the Margin of [Reference Rate and Margin]% p. a. [and if the interest rate so determined is still to be multiplied by the factor, include the 6

9 INFORMATORY ENGLISH LANGUAGE TRANSLATION following text:,and the result of this difference will still be multiplied by the factor [Factor Numerical Value] ] (the Second Interest Rate). The term Interest Rate refers to the First Interest Rate and/or the Second Interest Rate in % p. a. applicable over the relevant period. The Reference Rate will be set for the first time [Reference Rate Setting Deadline] before the Interest Rate Change Date and subsequently set [Reference Rate Setting Deadline] before the applicable Payment Date for the following Interest Period (the Reference Rate Setting Date). [[The current Second Interest Rate for the relevant Interest Period shall be immediately notified by the Issuer to the Stock Exchange.] or [The current Second Interest Rate for the relevant Interest Period shall be notified by the Issuer to the Holders.]]; and further for the Notes under this paragraph (E): in case of the Notes where, in case of the Second Interest Rate, the amount of the Margin may vary, it must be stated: [The Margin is set as follows: [Margin add relevant dates or periods and add individual Margins in % p. a. in the format from [insert date] (including) to [insert date] (excluding) the amount of Margin of [Amount of Margin]% p. a., the text in this format being specified for each relevant period in which the amount of the Margin is to be changed]. The term Margin collectively denotes the margin in % p. a. applicable during the relevant period.] in case of the Notes for which the Second Interest Rate is to be set using the minimum interest rate, it must be stated: [If, for any Interest Period following the Interest Rate Change Date, the Second Interest Rate determined in accordance with the preceding provisions is less than [Floor Rate]% p. a., the Notes will bear interest of [Floor Rate]% p. a. (the Floor Interest Rate) for the given Interest Period. If the Floor Interest Rate is applied in accordance with the previous sentence, the term Interest Rate is to be interpreted as the Floor Interest Rate for the given Interest Period.] in case of the Notes for which the Second Interest Rate is to be set using the maximum interest rate, it must be stated: [If, for any Interest Period following the Interest Rate Change Date, the Second Interest Rate determined in accordance with the preceding provisions is higher than [Cap Rate]% p. a., the Notes will bear interest of [Cap Rate]% p. a. (the Cap Interest Rate) for the given Interest Period. If the Cap Interest Rate is applied in accordance with the previous sentence, the term Interest Rate is to be interpreted as the Cap Interest Rate for the given Interest Period.] for the Notes with target redemption, it must be stated: [in case of the unguaranteed Target Interest Amount, it must be stated: The Target Interest Amount for the 7

10 INFORMATORY ENGLISH LANGUAGE TRANSLATION (F) whole period until the Principal Amount Maturity Date is neither specified nor guaranteed.] or [in case of the guaranteed Target Interest Amount, it must be stated: The minimum amount of interest on each Note due for the whole period from the Interest Rate Change Date to the Principal Amount Maturity Date or to the Early Maturity Date is equal to the difference of (a) [Target Interest Amount] and (b) the sum of all interest payments paid on one Note for all previous Interest Periods.] and [in case of the Total Interest Ceiling it must be stated: The maximum amount of interest on each Note is equal to the difference of (a) [Target Interest Amount]; and (b) the sum of all interest paid for all previous Interest Periods (the Total Interest Ceiling). The Issuer is under no obligation to pay any further interest exceeding the Total Interest Ceiling for the last variable Interest Period.] or, [if Total Interest Ceiling is not stated, it must be stated: The variable amount of interest for the last variable Interest Period is also payable in full if the sum of all interest paid for all previous Interest Periods exceeds the Target Interest Amount.]]; for the Notes with a fixed interest rate that is to be changed to a reversed floating interest rate, it must be stated: [The Notes bear fixed interest rate of [First Rate]% p. a. until [Interest Rate Change Date] (the Interest Rate Change Date) (the First Interest Rate) during each Interest Period. From the Interest Rate Change Date until the Principal Amount Maturity Date or the Early Maturity Date, the Notes will during each Interest Period bear interest at an interest rate determined as the difference between (i) [Second Rate] in % p. a. and (ii) the Reference rate [Reference rate]% p. a. [and if the interest rate so determined is still to be multiplied by the factor, include the following text:,and the result of this difference will still be multiplied by the factor [Factor Numerical Value] ] (the Second Interest Rate). The term Interest Rate refers to the First Interest Rate and/or the Second Interest Rate in % p. a. applicable over the relevant period. The Reference Rate will be set for the first time [Reference Rate Setting Deadline] before the Interest Rate Change Date and subsequently set [Reference Rate Setting Deadline] before the applicable Payment Date for the following Interest Period (the Reference Rate Setting Date). [[The current Second Interest Rate for the relevant Interest Period shall be immediately notified by the Issuer to the Stock Exchange.] or [The current Second Interest Rate for the relevant Interest Period shall be notified by the Issuer to the Holders immediately.]]; and further for the Notes under this paragraph (F): in case of the Notes for which the Second Interest Rate is to be set using the minimum interest rate it must be stated: [If, for any Interest Period following the Interest Rate Change Date, the Second Interest Rate determined in 8

11 INFORMATORY ENGLISH LANGUAGE TRANSLATION (G) accordance with the preceding provisions is less than [Floor Rate]% p. a., the Notes will bear interest of [Floor Rate]% p. a. (the Floor Interest Rate). If the Floor Interest Rate is applied in accordance with the previous sentence, the term Interest Rate is to be interpreted as the Floor Interest Rate.] in case of the Notes for which the Second Interest Rate is to be set using the maximum interest rate it must be stated: [If, for any Interest Period following the Interest Rate Change Date, the Second Interest Rate determined in accordance with the preceding provisions is higher than [Cap Rate]% p. a., the Notes will bear interest of [Cap Rate]% p. a. (the Cap Interest Rate) for the given Interest Period. If the Cap Interest Rate is applied in accordance with the previous sentence, the term Interest Rate is to be interpreted as the Cap Interest Rate for the given Interest Period.]]; for the Notes with a fixed interest rate that is to be changed to a spread floating interest rate, as well as for the Notes with target redemption with a fixed interest rate that is to be changed to a spread floating interest rate, it must be stated: [The Notes bear fixed interest rate of [First Rate]% p. a. until [Interest Rate Change Date] (the Interest Rate Change Date) (the First Interest Rate) during each Interest Period. From the Interest Rate Change Date until the Principal Amount Maturity Date or the Early Maturity Date, the Notes will during each Interest Period bear interest at an interest rate determined as the difference between (i) Floating Interest Rate 1 (as defined below) and (ii Floating Interest Rate 2 (as defined below) [and if the interest rate so determined is still to be multiplied by the factor, include the following text:, and the result of this difference will still be multiplied by the factor [Factor Numerical Value] ] (the Second Interest Rate). The term Interest Rate refers to the First Interest Rate and/or the Second Interest Rate in % p. a. applicable over the relevant period. The term Floating Interest Rate 1 means: [Reference Rate 1]% p. a. The term Floating Interest Rate 2 means: [Reference Rate 2]% p. a. Reference Rate 1 and Reference Rate 2 will be set for the first time [Reference Rate Setting Deadline] before the Interest Rate Change Date and subsequently set [Reference Rate Setting Deadline] before the applicable Payment Date for the following Interest Period (the Reference Rate Setting Date). [[The current Second Interest Rate for the relevant Interest Period shall be immediately notified by the Issuer to the Stock Exchange.] or [The current Second Interest Rate for the relevant Interest Period shall be notified by the Issuer to the Holders immediately.]]; and further for the Notes under this paragraph (G): for the Notes for which the Second Interest Rate is to be set using the minimum interest rate, it must be 9

12 INFORMATORY ENGLISH LANGUAGE TRANSLATION (H) stated: [If, for any Interest Period following the Interest Rate Change Date, the Second Interest Rate determined in accordance with the preceding provisions is less than [Floor Rate]% p. a., the Notes will bear interest of [Floor Rate]% p. a. (the Floor Interest Rate). If the Floor Interest Rate is applied in accordance with the previous sentence, the term Interest Rate is to be interpreted as the Floor Interest Rate.] for the Notes for which the Second Interest Rate is to be set using the maximum interest rate, it must be stated: [If, for any Interest Period following the Interest Rate Change Date, the Second Interest Rate determined in accordance with the preceding provisions is higher than [Cap Rate]% p. a., the Notes will bear interest of [Cap Rate]% p. a. (the Cap Interest Rate) for the given Interest Period. If the Cap Interest Rate is applied in accordance with the previous sentence, the term Interest Rate is to be interpreted as the Cap Interest Rate.] for the Notes with target redemption it must be stated: [in case of the unguaranteed Target Interest Amount it must be stated: The Target Interest Amount for the whole period until the Principal Amount Maturity Date is neither specified nor guaranteed.] or [in case of the guaranteed Target Interest Amount it must be stated: The minimum amount of interest on each Note due for the whole period from the Interest Rate Change Date to the Principal Amount Maturity Date or to the Early Maturity Date is equal to the difference of (a) [Target Interest Amount] and (b) the sum of all interest payments paid on one Note for all previous Interest Periods.] and [in case of the Total Interest Ceiling it must be stated: The maximum amount of interest on each Note is equal to the difference of (a) [Target Interest Amount]; and (b) the sum of all interest paid for all previous Interest Periods (the Total Interest Ceiling). The Issuer is for the last variable Interest Period under no obligation to pay any further interest exceeding the Total Interest Ceiling.] or [if Total Interest Ceiling is not stated, it must be stated: The variable amount of interest for the last variable Interest Period is also payable in full if the sum of all interest paid for all previous Interest Periods exceeds the Target Interest Amount.]]; for the Notes with a floating interest rate, it must be stated: [The Notes bear interest at the floating rate set as the sum of the Reference Rate and the Margin of [Reference Rate and Margin]% p. a. (the Interest Rate). The Reference Rate will be set for the first time [Reference Rate Setting Deadline] before the Issue Date and subsequently set [Reference Rate Setting Deadline] before the applicable Payment Date for the following Interest Period (the Reference 10

13 INFORMATORY ENGLISH LANGUAGE TRANSLATION Rate Setting Date). [[The current amount of the floating Interest Rate for the relevant Interest Period shall be immediately notified by the Issuer to the Stock Exchange.] or [The current floating Interest Rate for the relevant Interest Period shall be notified by the Issuer to the Holders immediately.]]; and further for the Notes under this paragraph (H): for the Notes where the amount of Margin may vary, it must be stated: [The Margin is set as follows: [Margin add relevant dates or periods and add individual Margins in % p. a. in the format from [insert date] (including) to [insert date] (exclude) the amount of Margin of [Amount of Margin]% p. a., the text in this format being specified for each relevant period in which the amount of the Margin is to be changed]. The term Margin collectively denotes the margin in % p. a. applicable during the relevant period.] for the Notes using the minimum interest rate, it must be stated: [If, for any Interest Period, the floating Interest Rate determined in accordance with the preceding provisions is less than [Floor Rate]% p. a., the Notes will bear interest of [Floor Rate]% p. a. (the Floor Interest Rate). If the Floor Interest Rate is applied in accordance with the previous sentence, the term Interest Rate is to be interpreted as the Floor Interest Rate.] for the Notes using the Memory interest rate, it must be stated: [If, for any Interest Period, the floating Interest Rate determined in accordance with the preceding provisions is less than the interest rate determined for the immediately preceding period (the Memory Interest Rate), the Notes will bear interest at the Memory Interest Rate for the given Interest Period. If the Memory Interest Rate is applied in accordance with the previous sentence, the term Interest Rate is to be interpreted as the Memory Interest Rate.] for the Notes using the maximum interest rate it must be stated: [If, for any Interest Period, the floating Interest Rate determined in accordance with the preceding provisions is higher than [Cap Rate]% p. a., the Notes will bear interest of [Cap Rate]% p. a. (the Cap Interest Rate). If the Cap Interest Rate is applied in accordance with the previous sentence, the term Interest Rate is to be interpreted as the Cap Interest Rate.]]. [Interest on the Notes is always payable on the [Interest Payment Frequency] [Interest Payment Date(s)] of the relevant calendar year, for the first time [First Interest Payment Date] and shall be calculated according to the convention [Convention].] or [Not applicable. In case of the Notes without interest income payments (zero coupon), no regular interest income is paid, but income from them is determined as the 11

14 INFORMATORY ENGLISH LANGUAGE TRANSLATION difference between the Principal Amount of the Notes and their Issue Price.] The issue date of the Notes (the date of the Issue) is set for [Issue Date]. The Principal Amount shall be [Method of Redemption] due and payable on [Maturity Date]. [Early redemption of the Notes decided by the Issuer [[The Issuer is, on the basis of its decision, entitled to early redeem all (and not only some) Notes issued and outstanding as of [Early Redemption Date(s)] (the Early Maturity Date). The Issuer is obliged to announce such decision to the Holders no sooner than 60 days and no later than 30 days prior to the relevant Early Maturity Date.] [only in case of Subordinated Notes included in Tier 2 capital of the Issuer: If there is a change in the regulatory classification of the Notes or in the applicable tax terms in respect of the Notes, in each case referred to in Article 78(4) of the CRR, the Issuer may, by a written notice addressed to the Holders, determine that all (and not only some) Notes may become early redeemable as of [Early Redemption Date(s)] (the Early Maturity Date). The Issuer is obliged to announce such decision to the Holders no sooner than 60 days and no later than 30 days prior to the relevant Early Maturity Date. The Issuer may exercise this right only if conditions under Articles 63, 77, 78 and related provisions of the CRR are satisfied, and the authorisation of the competent supervisory authority has been obtained.] On the Early Maturity Date, the Issuer shall pay to each Holder (i) % of Principal Amount of the Notes; and (ii) the extraordinary interest of [Extraordinary Interest Amount in %] of the of Principal Amount of the Notes. The provisions on regular redemption of the Notes shall apply to their early redemption accordingly.] or [Not applicable. The Issuer may not, on the basis of its decision, to redeem the Notes early.]] [Early redemption of the Notes with target redemption upon reaching the Target Interest Amount [The Notes become early redeemable as of the Payment Date when the sum of all interest payments paid on one Note for all previous Interest Periods (including the most recent one) reaches or exceeds [Target Interest Amount]. This Payment Date will be considered the Early Maturity Date.] or [Not applicable. The Notes do not have a target redemption upon reaching a certain amount of interest.]] [Yield to maturity as of the Issue Date: [Yield to Maturity]] No joint representative of the Holders has been appointed. C.10 Derivative component Not applicable. The Notes do not have embedded any derivative component in the interest payment. C.11/ C.21 D. Risks Trading on regulated market D.2 Key information on the major risks specific for the Issuer [Admission to trading [The Issuer will submit an application to Burza cenných papierov v Bratislave, a.s., with its registered office at Vysoká 17, Bratislava, IČO: , for the admission of the Notes to trading on [BSSE Market].] or [The Issuer will submit an application to the Vienna Stock Exchange (Wiener Börse AG) for the admission of the Notes to trading on its regulated market (Amtlicher Handel).] or [The Issuer does not submit an application for the admission of the Notes to trading on a regulated market.]] Complicated macroeconomic conditions and conditions in the financial market, including the Eurozone, may have a material adverse effect on the Issuer s business, financial position, results of activities and prospects; The effect of the economy and legislative changes in the 12

15 INFORMATORY ENGLISH LANGUAGE TRANSLATION D.3 Key information on the major risks specific for the Notes Slovak Republic on the Issuer s economic performance; The Issuer s economic results are subject to credit conditions in the client sector; The Issuer is exposed to credit, interest and operational risks; New regulatory requirements and changes regarding adequate capitalisation; The Issuer s transactions and investment activities may be affected as a result of market fluctuations; The Issuer s credit rating may not reflect all risks; The risk of downgrade, suspension or withdrawal of credit rating; Slovak law and legislation continue to develop, which may create an uncertain environment for investment and business activities; The Issuer is exposed to the risk of decline in the value of real estate used as collateral to cover the Issuer s receivables; The Issuer is exposed to the risk that it may not have sufficient required liquidity; Competition on the Slovak banking market; The Issuer s growth may be limited by the growth of the banking market; Litigation risk; The Issuer has and may continue to experience deterioration in credit quality, in particular as a result of financial crises or economic recessions or increased interest rates; The Issuer s risk management strategies and internal control procedures may expose it to unidentified or unanticipated risks; The Issuer may have difficulty recruiting or retaining qualified employees; Any failure of the Issuer s information systems, interruption of their activities or security and any failure to update such systems may result in lost business and other losses; Compliance with anti-money laundering and anti-terrorism financing regulations involves significant costs and efforts and noncompliance with them may have severe legal and reputational consequences; Changes in consumer protection laws and the application or interpretation of such laws might limit the fees and other pricing terms and conditions that the Issuer may charge for certain banking services and might also allow customers to claim back some of those fees already paid in the past; Risk of changes in the tax framework, in particular regarding bank tax and the introduction of a financial transaction tax; Legal regulation of recovery and resolution of the bank s crisis situations; A single mechanism for resolution of crisis situations of European banks; The Issuer is owned by a sole shareholder and risks related to the business of Erste Group might have a material adverse effect on its business. Credit risk; Credit spread risk; Inflation risk; Trading in the Notes may not be liquid; Risk of fluctuations in market price of the Notes; Investment in the Notes should be considered with regard to all related circumstances; A change in the laws may affect the value of the Notes; [Subordination risk;] Return of investment in the Notes may be affected by various fees; Regulation applying to investment activities of certain investors may limit or fully preclude these investors from investing in the Notes; Return of investment in the Notes may be affected by taxes and other charges; [Withholding tax risk;][ Risk of early redemption of the Notes; Risk of the Notes with a fixed interest rate;][ Holders of the Notes with a floating interest rate may be exposed to the risk of fluctuations of the interest rate, as a result of which it is not possible to determine the yield on these Notes in advance, and are exposed to the risk of uncertain interest income;][ Risk of the Notes with zero coupon;][ Risk of the Notes with interest rate structure;][ Risk of the Notes with planned redemption after reaching a certain yield;] The Holders are exposed to the risk that in the event of the Issuer s bankruptcy, deposits will be satisfied before their receivables in respect of the Notes are paid; The Holders are exposed to the risk that the Issuer is not limited in issuing additional debt securities or creating additional liabilities; Risk that trading in the Notes will be suspended, interrupted or terminated; Risk of relevant clearing/settlement system; Risk of potential conflict of interest; Risk of using credit facility or loan to finance the purchase of the Notes; Risks related to U.S. Foreign Account Tax Compliance Act (FATCA); The risk of an unforeseen event 13

16 INFORMATORY ENGLISH LANGUAGE TRANSLATION E. Offer E.2b Reasons for the offer and use of proceeds E.3 Description of terms and conditions of the offer force majeure ; Indicated Aggregate Amount of the Issue of the Notes may not be considered as binding; Denomination of financial activities of the Holder in a currency other than the currency in which the Notes will be issued and in which the Issuer will pay the Principal Amount and interest on the Notes, may give rise to exchange rate risks; [Rating of the Covered Notes may not adequately reflect all the risks of investing in the Covered Notes, and may also result in its suspension, downgrade or withdrawal;][ In exceptionally adverse insolvency situation the cover pool assets may not be sufficient to fully cover all liabilities under the Covered Notes;][ Risk of extension of final maturity of the Covered Notes and risk of change of the issuer of the Covered Notes;][ Issuer s rights to early redemption or repurchase of the Subordinated Notes are subject to prior authorisation by the relevant supervisory body]. The net proceeds from the issue of any Notes will be used by the Issuer for its general funding purposes and, in case of Subordinated Notes, to strengthen the capital base of the Issuer, which are also the reasons for the offer. Offer and date of sale [Type of Notes [Senior Notes] or [Covered Notes] or [Subordinated Notes]] will be offered [Type of Offer [in a public offering in the Slovak Republic] or [in an offer which is not subject to the obligation to publish the Prospectus]] through [Form of Offer]. [Offer is addressed to [individuals] and/or [legal entities] or [qualified investors] or [limited group of persons, i.e., less than 150 individuals or legal entities in the relevant Member State other than qualified investors]] from [Offer Commencement Date] to [Offer Termination Date], while the Settlement Date shall be [Settlement Date]. [Description of the Application Procedure] [Manner of Satisfying Orders] Principal amount Aggregate Amount of the Issue Issue price Amount of order Distribution method [Principal Amount] [Aggregate Amount of the Issue] Aggregate amount of the Offer shall be [Aggregate Amount of the Offer]. [Issue Price in %] of the Principal Amount [Type of the Notes]. [Information about the accrued interest] [Minimum and maximum amount of the Order] [Distribution method [No arrangements have been agreed on as regards the subscription of the issue of the Notes with any entities on the basis of a firm commitment, placement without firm commitment or best efforts arrangement and the distribution of the Notes is arranged by the Issuer.] or [[The Issuer][ and ][Financial Intermediaries] will distribute the Notes in the Slovak Republic and also outside the Slovak Republic in one or several manners to which the obligation to publish a prospectus 14